Exhibit 10.21


 


HEARTLAND PAYMENT SYSTEMS, INC.


 


AMENDMENT

TO

2002 PEPSHARES PLAN


 


THIS AMENDMENT (the “Amendment”) to the Heartland Payment
Systems, Inc. 2002 PEPShares Plan (the “Plan”) is approved and entered
into by the Board of Heartland Payment Systems, Inc., a Delaware corporation
(the “Company”), as of October    , 2003.  Capitalized terms used herein and not
defined shall have the meanings assigned to them in the Plan.


 


WHEREAS, the Administrator has selected Employees eligible to
participate in the Plan for the remainder of this Plan Year and the following
Plan Year;


 


WHEREAS, in connection therewith, the Board has determined that it is
in the best interests of the Company to amend the Plan as set forth herein and
that such amendments do not impair the rights of any Participant under any
Award previously granted; and


 


WHEREAS, pursuant to Section 13.6 of the Plan, the Board may at
any time amend the Plan so long as such amendment does not impair the rights of
any Participant under any Award previously granted.


 


NOW, THEREFORE, the Board hereby amends the Plan as follows:


 


1.                                       Section 2.17
of the Plan is hereby deleted in its entirety and replaced with the following:


 


“Section 2.17                          “Elective Deferral”
means the portion of a Participant’s Compensation which a Participant
irrevocably elects to contribute to this Plan by a written Election Form.  The Administrator shall, from time to time,
determine the maximum amount and minimum amount of such Elective Deferral for any
calendar month.  The amount of such Elective
Deferral shall be denominated in such increments as the Administrator shall
determine from time to time.”


 


2.                                       Section 2.19
of the Plan is hereby deleted in its entirety and replaced with the following:


 


“Section 2.19                          “Final Vesting Date”
means December 31, 2005, for Participants who enroll in the Plan during
the 2002 Plan Year for participation in the Plan during 2002 and 2003.  Thereafter, the “Final Vesting Date” shall
be such date as the Administrator shall determine at the time of enrollment.”


 

















 


3.                                       Section 5.1(c)(ii)
of the Plan is hereby deleted in its entirety and replaced with the following:


 


“(ii)                            designate
the amount of the Participant’s Compensation which is earned during any month
in that Plan year (without regard to whether it would be paid during that month
or Plan Year or a subsequent month or Plan Year) which shall not be paid to the
Participant but instead shall be credited to an Account established by the
Administrator and thereafter paid in accordance with the terms of this Plan.  The amount of compensation to be deferred
shall be designated as a dollar amount and be subject to the conditions set
forth in Section 2.17.”


 


4.                                       Section 6.3
of the Plan is hereby deleted in its entirety and replaced with the following:


 


“6.3                           Term
of Option.       The term of each Option
shall expire on December 31, 2006, for Options issued to Participants who
enroll in the Plan during the 2002 Plan Year for participation in the Plan
during 2002 and 2003.  Thereafter, the
term of each Option shall expire on such date as the Administrator shall
determine at the time of enrollment.”


 


5.                                       Section 7.2(b)(ii)
of the Plan is hereby deleted in its entirety and replaced with the following:


 


“(ii)                            In
the case of a Participant who is also a Residual Commission Sales Employee, all
of such Participant’s previously granted Options shall vest on the IPO date if
he or she has achieved 100% or more of his or her minimum margin requirement
(as calculated on or before the vesting date in accordance with the Award
Agreement entered into by such Participant) for the period from the first day
of the calendar month following the month in which such Employee becomes a
Participant to the IPO date.  With
respect to any PEPShare Options that do not vest as a result of a Participant’s
failure to meet such minimum margin requirement, such Options may be
accelerated after the IPO date if such Participant applies to the Administrator
and demonstrates to the Administrator’s satisfaction that he or she has
performed at 100% or more of his or her minimum margin requirement for the
period from the first day of the calendar month following the month in which
such Employee becomes a Participant to a date on or around the date of such
application to the Administrator.”


 


6.                                       This Amendment
shall become effective as of the date hereof.


 


7.                                       Except as
modified hereby, all of the terms and provisions of the Plan shall remain in
full force and effect.


 


8.                                       Except to the
extent provided for by the General Corporation Law of the State of Delaware,
this Amendment shall be governed by, and construed in accordance with, the laws
of


 

















 


the State of New York, without giving effect to any choice of law or
conflicts of law provision or rule that would cause the application of the laws
of a jurisdiction other than New York.


 


 


*        *         *


 


 


This Amendment was adopted by the Board on
October     , 2003.